Northrop Grumman
Corporation’s board of directors today approved a share repurchase
program of up to $700 million of its outstanding common stock and declared
quarterly dividends on its common and preferred stock.

<"Today's decision reflects our high degree of confidence in the company's operations, financial performance and outlook," said Ronald D. Sugar, Northrop Grumman's chief executive officer and president. "The repurchase program, combined with maintaining a competitive dividend payout, is part of the company's strategy of using our strong cash flow to enhance shareholder value. The strategy also includes our commitment to improving our credit profile and retaining financial flexibility."

Share purchases will take place at management’s discretion from time to
time, depending on market conditions, in the open market and in privately
negotiated transactions over the next 18 months. The company will primarily
use cash from operations to finance the repurchase. As of July 31, 2003,
Northrop Grumman had approximately 183 million shares outstanding.

The board declared a quarterly dividend of 40 cents per share on Northrop
Grumman common stock, payable Sept. 13, 2003, to shareholders of record
Sept. 3, 2003. The board also declared a dividend of $1.75 per share on the
company’s Series B convertible preferred stock, payable Oct. 15, 2003, to
shareholders of record Oct. 3, 2003.

Northrop Grumman Corporation is a $25 billion global defense company,
headquartered in Los Angeles, Calif. Northrop Grumman provides
technologically advanced, innovative products, services and solutions in
systems integration, defense electronics, information technology, advanced
aircraft, shipbuilding and space technology. With approximately 120,000
employees and operations in all 50 states and 25 countries, Northrop Grumman
serves U.S. and international military, government and commercial customers.

Forward-Looking Information

Note: Certain statements and assumptions in this release contain or are
based on “forward-looking” information (that Northrop Grumman believes to be
within the definition in the Private Securities Litigation Reform Act of 1995)
and involve risks and uncertainties, and include, among others, statements in
the future tense, and all statements accompanied by terms such as “project,”
“expect,” “estimate,” “assume,” “guidance” or variations thereof. This
information reflects the company’s best estimates when made, but the company
expressly disclaims any duty to update this information if new data becomes
available or estimates change after the date of this release.

Such “forward-looking” information is based on numerous assumptions and
uncertainties, many of which are outside Northrop Grumman’s control. These
include Northrop Grumman’s ability to successfully integrate its acquisitions
including TRW, to realize the preliminary estimates for accounting conformance
and purchase accounting valuations for TRW which will be finalized in the 2003
fourth quarter and which may materially vary from these estimates, assumptions
with respect to future revenues, expected program performance and cash flows,
returns on pension plan assets and variability of pension actuarial and
related assumptions, the outcome of litigation and appeals, environmental
remediation, divestitures of businesses, successful reduction of debt,
successful negotiation of contracts with labor unions, effective tax rates and
timing and amounts of tax payments, and anticipated costs of capital
investments, among other things. Northrop Grumman’s operations are subject to
various additional risks and uncertainties resulting from its position as a
supplier, either directly or as subcontractor or team member, to the U.S.
Government and its agencies as well as to foreign governments and agencies;
actual outcomes are dependent upon factors, including, without limitation,
Northrop Grumman’s successful performance of internal plans; government
customers’ budgetary constraints; customer changes in short-range and
long-range plans; domestic and international competition in both the defense
and commercial areas; product performance; continued development and
acceptance of new products; performance issues with key suppliers and
subcontractors; government import and export policies; acquisition or
termination of government contracts; the outcome of political and legal
processes; legal, financial, and governmental risks related to international
transactions and global needs for military aircraft, military and civilian
electronic systems and support, information technology; naval vessels, space
systems and related technologies, as well as other economic, political and
technological risks and uncertainties and other risk factors set out in
Northrop Grumman’s filings from time to time with the Securities and Exchange
Commission, including, without limitation, Northrop Grumman reports on Form
10-K and Form 10-Q.